Regulation D

Regulation D is an exemption from federal securities registration for private placements of securities. Private placements do not involve sales to the general public, and public solicitation and advertising are prohibited. Securities acquired in a private offering cannot be freely transferred. Regulation D limits the number of purchasers, the dollar amount that a company may raise and the nature of the purchasers (i.e. purchasers generally must be "accredited" and have a high net worth). Regulation D actually consists of 3 exemptions: 1) Rule 504 (issuers can raise up to $1 million); 2) Rule 505 (issuers can raise up to $5 million) and Rule 506 (no maximum cap on the amount that can be raised). Issuers relying on Regulation D for federal purposes must still make a filing with Connecticut if they wish to sell securities in or from the state.

Both the Securities and Exchange Commission (SEC) and the Federal Reserve have regulations known as Regulation D.

The SEC's Regulation D specifies which securities can be sold within the United States without having to be registered with the Commission.

Among the other restrictions, these securities can be made available only to accredited investors - individuals with a net worth of at least $1 million or an annual income of $200,000 or more, and institutions with assets of $5 million or more.

The Federal Reserve's Regulation D sets the requirements for depositary institutions, including the amount of cash the bank must hold in reserve and the number of transfers or withdrawals permitted for a savings account - which is six transfers every four week cycle with no more than three by check or electronic payment.